Joe O'Toole (Independent)

Speakers have raised some very relevant issues. Senator Maurice Hayes has probably pinpointed what the legislation is trying to achieve and what it is trying not to do. Perhaps it would be easier if the Bill indicated in more precise terms what was required of the directors in a checklist format. Over the past two years the accountancy bodies have consistently advised that it should not be excessively prescriptive. In order that people can be absolutely clear, I would like this to be written down. A protocol of interpretation should be agreed which might be in place by regulation. I do not know if this is possible. Even it if is not, it is logical to recommend dropping paragraph (c) and limiting the requirements to the Companies Acts and tax law. Many arguments could be made for doing so.

All the advice I have seen suggests that it is almost as if the legislation offers an interpretation to people that they do not have to comply with other legislation. In order to try to balance this, the "materially affect" issue was included. It has been interpreted in this way:

This means, for example, that a company which avoids putting in a fire door is deemed to have made a profit to the extent that it has saved the cash on the door and that therefore the person is criminally liable.

That is an accountant's interpretation but it is the kind of nonsense we are trying to avoid.

The points made by Senators Coghlan and Maurice Hayes are very focused and should be dealt with. I have been saying to accountants and others who have talked about the Bill that it is not a matter of people saying their company needs to look at every legislative measure that might affect company law in any way, checking off those which affect the company's balance sheet. It is the other way round: people should look at their company's balance sheet, work out what might affect their company and how that applies to the law, including extraneous, non-taxation and non-company laws. What do I mean? Let us take a pro and con example.

If a company's directors become aware that their company is spewing all sorts of dirt into the Shannon without passing through the filtration systems required by law, thereby being absolutely uncompetitive with other companies as well as destroying the environment, this materially affects the balance sheet and they will be required to ensure that, having become aware of it, they disclose it. However, the step beforehand is this – how did they become aware of it?